UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 OR 15(d) of the 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 30, 2023

 

 

TMC THE METALS COMPANY INC.

(Exact name of registrant as specified in its charter)

 

 

British Columbia, Canada	001-39281	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

595 Howe Street, 10th Floor Vancouver, British Columbia		V6C 2T5
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (604) 631-3115

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
TMC Common Shares without par value		TMC		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share		TMCWW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

The 2023 Annual Meeting of Shareholders of TMC the metals company Inc. (the “Company”) was held on May 30, 2023 at 10:00 a.m. EDT (the “Annual Meeting”). The actions set forth below were taken at the Annual Meeting. Of the Company’s 280,618,285 common shares outstanding and eligible to vote as of the record date of April 3, 2023, a quorum of more than two shareholders representing 148,188,281 shares, or 52.8% of the eligible shares, was present or represented by proxy at the Annual Meeting. Each of the matters set forth below is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2023.

 

1.

Set the number of directors at 8.

 

Votes For		Votes Against		Votes Abstained
146,601,218		1,076,980		510,083

 

2.

Election of the following directors of the Company, to serve until the Company’s 2024 annual meeting of shareholders and until their respective successors have been elected and qualified.

 

		Votes For		Votes Withheld		Broker Non-Votes
Gerard Barron		113,191,456		342,666		34,654,159
Andrew Hall		113,164,662		369,460		34,654,159
Andrew Greig		113,107,497		426,625		34,654,159
Andrei Karkar		113,014,513		519,609		34,654,159
Sheila Khama		112,953,919		580,203		34,654,159
Christian Madsbjerg		113,003,292		530,830		34,654,159
Kathleen McAllister		113,162,490		371,632		34,654,159
Amelia Siamomua		113,062,644		471,478		34,654,159

 

3.

Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year.

 

Votes For		Votes Withheld
147,462,897		725,384

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	TMC THE METALS COMPANY INC.
Date: May 30, 2023	By:	/s/ Gerard Barron
	Name: Gerard Barron
	Title: Chief Executive Officer